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SALIX PHARMACEUTICALS LTD FILES (8-K) Disclosing Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits

June 17, 2014



Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On June 13, 2014, Salix Pharmaceuticals, Ltd. (the "Company") held our 2014 Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, our stockholders approved the Salix Pharmaceuticals, Ltd. 2014 Stock Incentive Plan (the "Plan"), which had previously been approved by our Board of Directors, subject to the approval of our stockholders. A summary of the Plan is set forth in our definitive proxy statement on Schedule 14A for the Annual Meeting filed on April 28, 2014 (the "Proxy Statement") and is incorporated herein by reference, and supplemented immediately below. On June 13, 2014, after the stockholders approved the Plan and upon recommendation from the Compensation Committee, the Board of Directors approved an amendment to Section 6.1(c)(2) of the Plan to clarify that no stock option granted under the Plan can have an exercise price that is less than the fair market value of a share of the Company's common stock on the date on which the stock option is granted. The summary and the foregoing description of the Plan are qualified in their entirety by reference to the full text of the Plan, a copy of which is attached hereto as Exhibit 10.1.



Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, our stockholders elected five members to our Board of Directors until the next Annual Meeting and until their successors are duly elected and qualified, as follows:

Voted Against or Withheld (includes Broker Name Voted For Abstentions) Non-Votes John F. Chappell 49,587,188 5,114,209 5,299,147 Thomas W. D'Alonzo 53,065,650 1,635,747 5,299,147 William P. Keane 53,372,729 1,328,668 5,299,147 Carolyn J. Logan 54,247,073 454,324 5,299,147 Mark A. Sirgo 53,361,330 1,340,067 5,299,147 In addition, at the Annual Meeting, our stockholders voted upon and approved the following proposals: (1) an amendment to our Certificate of Incorporation to increase the total number of authorized shares of capital stock from 155,000,000 shares to 305,000,000 shares and to increase the number of authorized shares of common stock from 150,000,000 shares to 300,000,000 shares; (2) the approval of the Salix Pharmaceuticals, Ltd. 2014 Stock Incentive Plan; (3) the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2014; and (4) the approval of an advisory resolution approving the 2014 compensation of our named executive officers as presented in the Proxy Statement. The results of the stockholders' votes with respect to these four proposals were as follows: Broker Proposal Voted For Voted Against Abstentions Non-Votes Amendment to Certificate of Incorporation 34,769,189 25,152,476 78,879 0 2014 Stock Incentive Plan 47,202,603 7,451,743 47,051 5,299,147 Ratification of Independent Registered Public Accounting Firm 59,913,782 57,970 28,792 0 Advisory Vote on Executive Compensation 52,200,602 2,429,655



71,140 5,299,147

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Item 8.01. Other Events.

On June 12, 2014, the Company and Progenics Pharmaceuticals, Inc. ("Progenics") reported that the Anesthetic and Analgesic Drug Products Advisory Committee of the Food and Drug Administration had provided an assessment of potential cardiovascular risk associated with products in the class of peripherally-active opioid receptor antagonists and recommendations regarding the necessity, timing, design and size of cardiovascular outcomes trials to support approval of products in this class for the proposed indication of opioid-induced constipation in patients taking opioids for chronic pain.



A copy of the press release issued by the Company and Progenics is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits Exhibit No. Description 10.1 2014 Stock Incentive Plan. 99.1 Press release dated June 12, 2014.



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Source: Edgar Glimpses


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